CAP Clean Air

RNS Number:1167L
GWR Group PLC
15 April 2005

                             GWR GROUP PLC ("GWR")

  MERGER WITH CAPITAL RADIO PLC ("CAPITAL RADIO") APPROVED BY GWR SHAREHOLDERS



RESULTS OF VOTING AT MEETINGS

At the meeting convened by the Court and held on 15 April 2005 (the "GWR Court
Meeting") to approve the proposed scheme of arrangement (the "Scheme") between
GWR and the holders of Scheme Shares (as defined in the Scheme), the resolution
approving the Scheme was passed by the requisite majorities on a poll.



The voting of those members who cast votes either in person or by proxy at the
GWR Court Meeting is summarised in the following table:


                        FOR                           AGAINST
Number of votes:        93,419,770        99.96 %     32,086             0.04 %
Number of voters:       508               96.21 %     20                 3.79 %

In addition, at the extraordinary general meeting also held on 15 April 2005
(the "GWR EGM"), the resolution to approve the Scheme, the related reduction of
capital and certain other related arrangements was also passed by the requisite
majority on a show of hands.



The voting of those members who returned proxy forms for the GWR EGM is
summarised in the following table:


                     FOR                       AGAINST                ASBSTAIN
No. of votes:        93,037,604 99.79 %        199,536  0.21 %        761,888

The Scheme, which will effect the merger of GWR and Capital Radio (the "Merger
"), is still subject to the sanction of, and confirmation by, the Court.

INDICATIVE TIMETABLE



The indicative timetable for implementation of the Merger is currently expected
to be as follows:


Court hearing                                            6 May 2005
Last day of dealings in GWR Shares                       6 May 2005
Scheme Record Time                                       6.00 p.m., 6 May 2005
Effective Date of Scheme                                 9 May 2005
De-listing of GWR Shares                                 8.00 a.m., 9 May 2005
Commencement of dealings on the London Stock Exchange in 8.00 a.m., 9 May 2005
New Capital Radio Shares issued to GWR Shareholders
under the Scheme



Enquiries:


GWR                                                      +44 (0)1793 663081
Simon Cooper

College Hill                                             +44 (0)20 7457 2020
Adrian Duffield/Tom Baldock



OTHER INFORMATION

Unless the context otherwise appears, terms defined in the GWR's scheme document
dated 21 March 2005 (the "Scheme Document") have the same meaning in this
announcement.

The directors of GWR accept responsibility for the information contained in this
announcement and, to the best of their knowledge and belief (having taken
reasonable care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.

UBS Limited and Bridgewell Limited are each acting exclusively for GWR in
connection with the Merger and no-one else and will not be responsible to anyone
other than GWR for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Merger, the contents of
this announcement or any transaction or arrangement referred to herein.

Securities may not be offered or sold in the United States unless they are
registered under the US Securities Act of 1933, as amended, (the "US Securities
Act") or exempt from such registration. The New Capital Radio Shares to be
issued to GWR Shareholders under the Scheme have not been and will not be
registered under the US Securities Act (nor under the securities laws of any
state of the United States), but will be issued in reliance upon the exemption
from the registration requirements of the US Securities Act provided by section
3(a)(10) thereof. GWR Shareholders (whether or not US persons) who are or will
be "affiliates" of GWR or Capital Radio prior to, or of Capital Radio after, the
Effective Date will be subject to certain US transfer restrictions relating to
New Capital Radio Shares received under the scheme of arrangement. These
transfer restrictions are explained in paragraph 18 of Part III of the Scheme
Document. Neither the SEC nor any US state securities commission has approved or
disapproved of the New Capital Radio Shares or passed upon the adequacy or
accuracy of this document. Any representation to the contrary is a criminal
offence in the United States.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus has
been lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the New Capital Radio Shares
have not been, nor will they be, registered under or offered in compliance with
applicable securities laws of any state, province, territory or jurisdiction of
Canada, Australia or Japan. Accordingly, the New Capital Radio Shares may not
(unless an exemption under relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into Canada, Australia
or Japan or any other jurisdiction if to do so would constitute a violation of
the relevant laws of, or require registration thereof in, such jurisdiction or
to, or for the account or benefit of, any Canadian, Australian or Japanese
person.

This announcement may contain certain statements that are or may be
forward-looking. These statements typically contain words such as "intends", "
expects", "anticipates", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this document as well as the following possibilities: future
revenues are lower than expected; costs or difficulties relating to the
integration of the businesses of GWR and Capital Radio, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or are not
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places GWR and Capital Radio do
business, are less favourable than expected; and/or conditions in the securities
market are less favourable than expected. Neither GWR nor Capital Radio
undertakes any obligation to update the forward looking statements to reflect
actual results, or any change in events, conditions or assumptions or other
factors, unless required to do so by the City Code or the Listing Rules.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

ROMUVAURVNRSAAR

Clean Air (LSE:CAP)
Historical Stock Chart
From Jun 2024 to Jul 2024

Clean Air (LSE:CAP)
Historical Stock Chart
From Jul 2023 to Jul 2024